Responsibilities of Nominee. (a) By signing this letter agreement and the attached consent, you agree, among other things:
(i) To be named as a SAVF Nominee in any Proxy Solicitation materials or other Securities and Exchange Commission (“SEC”) filings that may be prepared by the Shamrock Activist Value Fund in connection with your nomination as a SAVF Nominee or the Proxy Solicitation (collectively, the “Proxy Materials”);
(ii) To provide true and complete information concerning (A) your background, experience, abilities, professional qualifications and integrity as may be requested from time to time by the Shamrock Activist Value Fund or (B) such other matters as are required or customary to be disclosed regarding you, your nomination as a SAVF Nominee or the Proxy Solicitation under TXI’s bylaws (the “Bylaws”), pursuant to the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder;
(iii) To not omit any information that may be material to an understanding of your background, experience, abilities, professional qualifications and integrity or in order to make any information you may provide the Shamrock Activist Value Fund not misleading in the context in which it is provided;
(iv) To provide true and complete information in the questionnaire required to be completed by all director nominees under Section 11 of the Bylaws and to accurately and fully complete and sign the written representation and agreement required to be completed and signed by all director nominees under Section 11 of the Bylaws (together, the “Section 11 Documents”);
(v) That your agreement to be a SAVF Nominee, and any information regarding you or your nomination that is included in the Section 11 Documents or that you provide to the Shamrock Activist Value Fund pursuant to this Agreement, may be disclosed by the Shamrock Activist Value Fund in its Proxy Solicitation materials, SEC filings or otherwise; and
(vi) If elected, you will serve as a director of TXI, and in that capacity you will (A) act in the best interests of TXI and its stockholders, (B) exercise your independent judgment and act in good faith, and (C) duly consider all matters that come before the Board, in each case, consistent with your fiduciary duties as a director; and
(vii) If requested by the Shamrock Activist Value Fund, and upon reasonable notice, you agree to attend and participate in meetings with stockholders, analysts, fund managers, representatives of nominee holders, proxy advisory firms, me...
Responsibilities of Nominee. (a) Nominee agrees (i) to be named as a nominee to the Memsic Board in any and all proxy materials prepared by the Company, (ii) to provide true and complete information concerning Nominee and his background, experience, abilities and integrity as may be requested from time to time by the Company (including, without limitation, all information required by the Securities and Exchange Commission (the “SEC”) to be disclosed to the SEC or in the Company’s proxy materials, or by the certificate of incorporation or bylaws of Memsic) and not to omit information that may be material to an understanding of Nominee’s background, experience, abilities and integrity, (iii) that the information referred to in (ii) may be disclosed by the Company to the SEC, in its proxy materials or otherwise, (iv) to cooperate and assist in any threatened or filed claim, action, suit or proceeding related to the Proxy Solicitation, subject to any legal duties by which he is bound, and (v) if elected and qualified, to serve as a director of Memsic.
(b) The parties acknowledge and agree that Nominee is not an employee or an agent or otherwise a representative of the Company, and that Nominee will exercise his independent judgment in all matters before the Memsic Board in accordance with the fiduciary duties imposed on him by applicable law. Nominee shall have no authority to act as an agent of the Company and he shall not represent to the contrary to any person.
Responsibilities of Nominee. (a) Nominee agrees (i) to be named as a nominee to the Board in any and all proxy materials prepared by TAC Capital, (ii) to provide true and complete information concerning Nominee and his or her background, experience, abilities and integrity as may be requested from time to time by TAC Capital (including, without limitation, all information required by the Securities and Exchange Commission (the “SEC”) to be disclosed to the SEC or in TAC Capital’s proxy materials, or by the articles of incorporation or bylaws of Sterling) and not to omit information that may be material to an understanding of Nominee’s background, experience, abilities and integrity, (iii) that the information referred to in subclause (ii) may be disclosed by TAC Capital to the SEC or other persons, in its proxy materials or otherwise in connection with the solicitation of proxies for the election of Nominee to the Board (the “Proxy Solicitation”), (iv) to cooperate and assist in any threatened or filed claim, action, suit or proceeding related to the Proxy Solicitation, in each case, subject to any legal duties by which he or she is bound, and (v) if elected, to serve as a director of Sterling.
(b) The parties acknowledge and agree that Nominee is an independent contractor. Nominee shall not be an employee or an agent or otherwise a representative of TAC Capital (and shall not represent to the contrary to any person), and shall not be entitled to participate in any employee benefit plans or other benefits or conditions of employment available to the employees of TAC Capital. Nominee shall not direct the work of any employee of TAC Capital, or make any management decisions, or undertake to commit TAC Capital to any course of action in relation to third persons.
(c) The parties acknowledge and agree that Nominee will exercise his or her independent judgment in all matters before the Board in accordance with the fiduciary duties imposed on him or her by applicable law.
(d) Nominee agrees to use his or her reasonable efforts to obtain as promptly as practicable such licenses and other approvals as may be necessary in order to serve as a member of the Board.
Responsibilities of Nominee. (a) You agree:
(i) To be named as a Nominee in any and all solicitation materials prepared by BT Brands in connection with the Proxy Solicitation;
(ii) To provide true and complete information concerning your background, experience, abilities and integrity as may be requested from time to time by BT Brands (including, without limitation, all information required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder to be disclosed in a proxy statement, or other materials prepared by BT Brands in connection with the Proxy Solicitation (collectively, the “Proxy Statement”), and not to omit information that may be material to an understanding of your background, experience, abilities and integrity;
(iii) That your agreement to be a Nominee, and the information referred to in subparagraph (ii) of this paragraph 1(a) may be disclosed by BT Brands, in its Proxy Solicitation materials or otherwise; and
(iv) If elected, to serve as a director of the Company, and in that capacity to act in the best interests of the Company and its shareholders and to exercise your independent judgment and act in good faith, and, in accordance with your fiduciary duties, and duly consider all matters that come before the Board.
(b) You represent that the information supplied to BT Brands in your completed questionnaire, in any follow-up questions from BT Brands and any related supplement provided by you (together, the “Questionnaire”) relating to your being a Nominee is true and complete and does not omit information that may be material to an understanding of your background, experience, abilities and integrity. In addition, you agree that, concurrently with your execution of this Agreement, you will execute a consent, in the form attached as Exhibit A, in which you consent to being a Nominee, consent to being named in the Proxy Statement as a Nominee and, if elected, consent to serving as a director of the Company. If the NR 2023 Annual Meeting has not concluded by 11:59 p.m. Indianapolis, Indiana time, on December 31, 2023, you may withdraw your consent by providing written notice thereof to BT Brands. You agree that you will promptly provide BT Brands with (x) any updates to the information you have previously supplied to BT Brands in order to satisfy your obligation under subparagraph (ii) of this paragraph 1(a) and your representations in the Questionnaire, and (y) such additional information as may reasonably be requested ...
Responsibilities of Nominee
